When did the entertainment industry become aware of Gen-Y? Was it after Hanson's Mmm-bopping? The day Leo set sail on Titanic? Or when the Spice Girls turned American 'tweens into "wannabes"? All are, arguably, major turning points in the '90s youth boom, but the most auspicious event may have taken place on Aug.12, 1997, when copies of the Backstreet Boys' eponymous debut arrived in record stores. With its unrelenting poppy love songs, heavy doses of sincerity, and dashes of R&B, Backstreet Boys (the album) would come to define Gen-Y's sound in much the same way Nirvana's Nevermind had managed to represent Gen-X's just six years before. Yet for all its groundbreaking success-the CD logged 44 straight weeks in the Billboard Top 10 and turned Nick Carter, 20, Howie Dorough, 26, Brian Littrell, 25, AJ McLean, 22, and Kevin Richardson, 27, into a fab fivesome-the making of Backstreet Boys (the album) ranks as one of the most tortured productions in the annals of pop. "All I remember," says Carter, "is that this was probably one of the most unorganized albums in history." Here, the group reveals Backstreet's back story, including their salad days in the studio, exile to Europe, and how they slowly wrestled control from their "creators" to become, well, larger than life.

1. 1994: Boys Will Be Boys

Formed in Orlando, Fla., in 1993 by aviation magnate and Art Garfunkel cousin Louis Pearlman, the Backstreet Boys (named after a section of downtown Orlando) spend their early days singing at shopping malls and Sea World. But given grunge is at its peak, record labels aren't interested in five guys who harmonize. Eventually, then managers Donna and Johnny Wright (who worked with New Kids on the Block) find a champion in David McPherson, a 27-year-old A&R exec at Mercury Records working with Vanessa Williams and Brian McKnight. Though a deal with Mercury falls through, McPherson jumps to Jive Records, taking the quintet with him. "I had never heard a pop group that sang as well as these guys," he recalls. "Each kid represented a different guy in society that people can relate to." After contracts are signed in March 1994, the group hit the studios, where they vie for singing parts, develop their group dynamic, and generally show their age.

JOHNNY WRIGHT (former manager) A lot of that album was demo'd in my closet in Orlando. I'd taken my master bedroom closet and put insulation and a microphone in there. We put mattresses up on a wall to try to give it better audio. It was kind of comical.

HOWIE DOROUGH We could hear between the walls. We had to tell people to be quiet when they were playing pool.

DAVID MCPHERSON (former A&R exec, Jive Records) Everybody was happy, ecstatic. Everything was lovely between Lou, Johnny, and the Boys. There were no problems yet. We played basketball, we shot pool, we'd go to this steak place, Del Frisco's. Me and Howie used to go to the Florida Mall. Kevin liked going to the black clubs. There was a small club that we'd go to...

KEVIN RICHARDSON Heroes. I was the only white boy in there.

MCPHERSON [We] recorded at Park Studios in Orlando and and another studio called Platinum Post. The only people that had really been there were Shaquille O'Neal and matchbox twenty.

HOWIE Nick and them would bring their Nintendos and play games galore. At one studio, they only had this golf game.

NICK CARTER It was one of the first CD-ROM systems. It sucked. But we'd be there 'til late hours of the night, me, Brian, and AJ, sitting on the floor in the lobby playing the video game.

HOWIE All they did was play that golf game. I got so sick and tired of seeing it. I wanted to shoot it-and the guys! I'd sleep a lot. The guys used to put stuff in my mouth 'cause I sleep with my mouth open. Nick was hyper. He was always all over the place, playing practical jokes. Kevin was the worrier.

NICK [Kevin] couldn't stand it, man! I was, like, this little kid, running around, causing havoc. Brian would help me out, too.

KEVIN We'd be in the booth, all five of us, trying to cut these vocals. And Brian and Nick are, like, smacking each other.

MCPHERSON I said to them, "In the majors, there are other people who aren't as talented as you but are going to outwork you."

NICK Back in the day, we were scrappin' for parts. We'd compete.

AJ MCLEAN Everyone would go in and sing [each] part.

NICK I never sang on "We've Got It Goin' On." That pissed me off.

MCPHERSON Nick's voice started to change so much that we couldn't use him a lot.

NICK I was going through puberty. I was cracking.

HOWIE Kevin would rag him so badly. Nick would get pissed off.

MCPHERSON Lou's vision of the group was to keep them as wholesome and clean-cut as possible. He didn't want any facial hair, he didn't want them to have earrings or tattoos.

KEVIN He was on this whole New Kids thing. We were like, "We want to take it edgier."

BRIAN LITTRELL We recorded this song called "Never Find Someone Like You."

MCPHERSON It had that Boyz II Men, "End of the Road" feel.

KEVIN It was going to be our first single.

BRIAN [One day] I jump in my Honda Civic, turn the radio on, and hear, [sings] "I'll never find someone like you," and I'm going, "That sounds familiar." I died.

HOWIE We were frantic, calling up Johnny: "What's going on?"

BRIAN Later on that day we found out.

MCPHERSON An artist at Sony had snatched the song at the last minute and put it out.

AJ Keith Martin. It's on the Bad Boys soundtrack.

HOWIE Jive had just slept on it. They didn't give the writers an answer whether it was going to go on the album.

KEVIN When they finally decided, it was too late.

NICK To this day, we still want to do that song.

HOWIE "I'll Never Break Your Heart" ended up replacing it.

BRIAN It took us two weeks to do [it] because AJ and I had colds.

WRIGHT A lot of stuff was being dictated to us as far as what we could record. There were things we wanted to record, but there was a lack of faith that we could pull them off.

KEVIN We used to fantasize about how cool it would be to fly in a private plane, hear our music on the radio, have a video on TV.

2. Spring 1995: The Swede Smell of Success

Looking to round out the Boys' sound, Jive hooks the group up with the suddenly hot Swedish producing team of Max Martin, then 25, and Denniz PoP (who died of cancer at age 35 in 1998), who'd just had a hit with Ace of Base. The plan is for the group to travel to the pair's Cheiron Studios in Stockholm and record one song, "We Got It Goin' On." But so much for the plan.

HOWIE We had just gotten the tape of "We Got It Goin' On." I remember it sounded like "My Prerogative." We were like, "Uh, we're not sure this is the direction for us."

KEVIN The others had never been overseas. We were intimidated because everyone at the record company was like, "Oh, you're going to go work with these incredible European producers. Just make sure that you're..."

NICK "...on point!"

KEVIN "On point"-just be responsible and behave.

HOWIE We met Max and Denniz at the Strand Hotel in Stockholm-we had lunch. They had long hair. Max was like a hippie.

BRIAN They were a lot younger than we thought.

NICK The first time we went to the Cheiron Studios, they had this F-15 Hornet game. It was the first time we had ever seen a flight-simulator game.

MAX MARTIN In the basement, there's three studios. It's very cozy. It's not like you come to a huge building and there's a doorman asking you who you are. You'd probably think it was a car dealer.

HOWIE The control booth was full of smoke 'cause those Swedish people were chain-smoking like crazy.

AJ They would be in there playing video games on their break. Denniz, Nick, Kevin, and Brian would always get on these four computers and play...

KEVIN ...Duke Nukem! We hit off immediately.

WRIGHT they knocked that record out in two days.

HOWIE It was the fastest recording session we had ever done. We were like, "Is that it?"

WRIGHT We were scheduled to be there a week. I was told, "When you get there, concentrate on this one song. If they ask about doing any more records, say no." The first day there, [Max and Denniz] came with another [producing] team and said, "They have a song." We were like, "No!" But when we got through "We Got It Goin' On" so quickly, it was like, "Well, what are we going to do for the next few days? We might as well cut it." Which happened to be "Quit Playing Games (With My Heart)."

KEVIN The only people on that record on the background vocals are me and Brian. Everybody was on a lunch break, and we wanted to get it done.

BRIAN Nobody really thought anything of it.

3. September 1995: Let's Go Europe

The group releases their first single, confident that the CD will soon follow. But their music falls on deaf ears in the U.S.

MCPHERSON We put out "We Got It Goin' On." It didn't connect.

HOWIE It was so minuscule. It made it to No. 69 or something.

NICK But it blew up over in Europe because was [it] really big.

BARRY WEISS (president, Jive Records) So we devoted our energies to breaking them overseas.

BRIAN We had to go where we were needed. And that happened to be Germany. Then it started in Switzerland and Austria, and then bled to England.

NICK They had all these wack boy groups.

BRIAN They were sticking microphones in our face, like, "What makes you different than all these other groups?" I was like, "What do you mean, all these other groups?"

HOWIE We were constantly trying to get [Jive] to get us back over to America. They were like, "America's not ready for you."

AJ I don't think we expected to stay there for two solid years.

WRIGHT There was a lot of fear. We were hearing things: Jive thought maybe they made a mistake here, yada yada.

WEISS That was never the case. We were going to break this group come hell or high water. Half the trips I made to Europe in those early days were to chill them out and say, "Guys, just relax. We're going to break you in America. Just calm down."

NICK We were doing so much. We would be in the middle of a 50-day tour, and on the days off, we'd have to jump into a recording.

BRIAN In Zurich, we did "Anything For You" and "I'll Never Break Your Heart" in Spanish. I broke out with all this crap on my face and had to go to the doctor 'cause I was stressing out.

MCPHERSON There were times where Kevin looked like a skeleton because he wasn't eating properly. These guys were just going from town to town to town.

KEVIN I was the last one to say, "You know what, this is getting a little much. I'm worn out."

BRIAN We were doing 15,000-seaters over there and then [we'd] come back and do, like, a club...but it was cool to come home and be normal. Go to a restaurant or the mall.

HOWIE America was like our safe haven.

NICK We called it "No Fan Land."

4. 1996: In the Nick of Time

While America seems like the land of no opportunity-Jive doesn't even release an album in the U.S.-the boys continue to take Europe by storm, winning MTV Europe's Viewers' Choice Award over the Spice Girls and Oasis. Better still, Nick's, um, time to change has come and gone.

MCPHERSON By the time we released the album overseas, Nick's voice had evolved into this really great-sounding voice. Clive Calder, the chairman of [Jive parent company] Zomba, recognized Nick's star potential as a young cute blond guy in the group.

HOWIE We started noticing that he had a major fan base.

WEISS The first European version of "Quit Playing Games" had Brian doing all the lead vocals.

MCPHERSON Clive said, "We gotta get Nick on this song because it's gonna blow up." We were in England and we flew Max Martin in and we went into Battery Studios in London.

NICK They brought me into the studio, and I laid down the second verse. This was a year after the song was recorded.

MCPHERSON Brian was totally cool. He was featured on almost everything anyway. He didn't mind.

NICK Actually, at the time he did! I remember it!

BRIAN Let me speak for myself, and I tell you, it didn't bother me.

5. Winter 1997: Backstreet, Take Two

Having run out of hit singles from the first album, they go back into the studios to record a second European album, Backstreet's Back, which contains "As Long As You Love Me," a cover of PM Dawn's 1991 hit "Set Adrift On Memory Bliss," and a Mutt Lange-produced, Egyptian-hooked thumper called "If You Want It To Be Good Girl (Get Yourself A Bad Boy)."

KEVIN We had one album under our belts and toured it. We could imagine the crowd response. It motivates you more.

MCPHERSON PM Dawn came up with the idea of a singing version of "Set Adrift on Memory Bliss." We were in London, we were running out of time. The guys had a plane to catch at seven in the morning, and they literally recorded that song until five.

WEISS "As Long As You Love Me" came in as this CD was being put to bed. Clive Calder called me and said, "Stop the presses!"

WRIGHT Barry calls me and says, "We have to stop everything. I've got the best pop record ever made."

AJ I'm not even on that song. Nowhere, no backgrounds, nope. I was sick. Brian had to teach me the damn backgrounds at the video shoot 'cause I didn't know what the stupid words were.

WRIGHT The Spice Girls were coming into the U.S., and Hanson had major success in the U.S. All of a sudden Jive decided, "Okay, we're going to move this thing in America. And what we're gonna do is put the best of both albums together."

MCPHERSON It was genius because their first album in the U.S. was really a greatest hits album.

6. Summer 1997: Home At Last

The first single off this "best-of" record-which contains six songs from the first batch of recordings and five from the second-is "Quit Playing Games (With My Heart)," which, now almost two years old, is not Jive's top choice.

HOWIE They wanted the first single to be "If You Want It to Be Good Girl." We were like, "Absolutely not."

KEVIN We were like, "Hell, no."

AJ That is the most god-awful song we've ever done.

WEISS The real serious discussion revolved around "Quit Playing Games," "All I Have To Give," and "Anywhere For You."

HOWIE On "Quit Playing Games," we [wanted] to redo the video. With our shirts open, people might take us as Chippendales.

KEVIN We're in the rain, baring our chests. We didn't want the U.S.'s first images of us to be this beefcake thing. We got in an argument with [Jive], and they didn't want to spend the money.

WEISS It wasn't a money issue. This was all about attacking mainstream pop radio.

HOWIE The song started getting major [radio] play. It was like, "Maybe now America's finally catching on to us."

WRIGHT "Quit Playing Games" went to No. 2 without support from MTV. To take five guys that don't play instruments, that sing and dance, there's that stigma of being New Kids clones. I don't think MTV wanted to champion that.

TOM CALDERONE (MTV music programming chief) There was definitely an element of nervousness. We'd be stepping in a territory that could possibly make us look bad.

WRIGHT Then they started realizing there's a market for this.

MCPHERSON We blew up with "Quit Playing Games" and "As Long As You Love Me." Clive Calder said, "We can sell 3 million albums right now, easily. But to get to 10 million, we can't keep dropping songs like those. We've got to shake it up. And the track to do it with is 'Everybody (Backstreet's Back).'" Nobody wanted that record. Everybody was scared it was too corny.

WEISS It was more of a production than a song.

WRIGHT They thought it was what's called a "quick burn" record-it's on the radio for four to six weeks and then it's over.

WEISS We thought, "Wouldn't it be weird to have a song called 'Backstreet's Back' be on the first album? Where have they gone?" The group didn't agree with us.

HOWIE We were like, "For America, maybe it's just that we're back home again."

WRIGHT So the album came out without it. But the European edition had it, and that version got sent to Canada. So the Canadians started playing it. And border stations in Detroit and New York picked up on the song. So the guys went in to Jive.

KEVIN I remember getting in an argument with [Weiss]. We were like, "Why don't we put 'Backstreet's Back' on the U.S. album?" They were like, "The U.S. album's already out." I said, "Bone Thugs-N-Harmony stripped 'Tha Crossroads' onto their album after it was already out. Why can't we do that?"

WEISS Ultimately, we added that on to the album after the first million units. And it was a huge breakthrough.

MCPHERSON Now the Backstreet Boys were feeling their oats because they're starting to sell records. They're like, "We wanna come up with the video concept." Up to that point, we had been the ones coming up with the concepts. So they came up with that "Thriller"-meets-haunted house video.

AJ They gave us a lot of crap about the concept and how much money we're going to spend.

MCPHERSON Everyone was like, "What do they mean, they want to dress up in costumes? Can you imagine when this s--- goes to MTV? They're gonna f---in' laugh us out of the building!"

KEVIN We had to put up our own money to shoot the video.

BRIAN We had to pull teeth with the label to pay us back.

MCPHERSON It was Barry Weiss [who said], "This video might actually work." And MTV loved the video. And like Clive Calder predicted, Backstreet Boys (the album) went to 10 million.

HOWIE And now we have no safe haven.

7. 1998: From Boys To Men

The guys' new Fab Five status-and a heightened sense of confidence-leads to a dramatic showdown: In May and September of '98, they file suit against Pearlman and Wright, respectively, describing themselves as "indentured servants." (Eventually, the lawsuits are settled and the Boys find new management.) By the time they begin recording their "second" album, Millennium, in September 1998, they're the ones calling the shots.

MCPHERSON They got smarter. They refused to tolerate being overworked. They came into their own as businessmen.